S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933, AS AMENDED

OPPENHEIMER HOLDINGS INC.

(Exact name of Registrant as Specified in its Charter)

Delaware 98-0080034

(State or Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification No.)

85 Broad Street

New York, NY 10004

(Address, including zip code, of principal executive offices)

OPPENHEIMER HOLDINGS INC. 2024 INCENTIVE PLAN

(Full title of the plan)

Dennis P. McNamara

Oppenheimer Holdings Inc.

85 Broad Street

New York, NY 10004

Telephone (212) 668-8000

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated Filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

EXPLANATORY NOTE

This Registration Statement relates to shares of Class A non-voting common stock (the “Class A Stock”) of Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), to be issued pursuant to the Oppenheimer Holdings Inc. 2024 Incentive Plan (the “2024 Plan”). The 2024 Plan replaces the Company’s 2014 Incentive Plan, which expired by its terms on February 26, 2024.

On May 6, 2024, holders of the Class B voting common stock of the Company voted to ratify the adoption of the 2024 Plan providing for the issuance of up to 1,000,000 shares of Class A Stock pursuant to the 2024 Plan. This Registration Statement registers these 1,000,000 shares of Class A Stock to be available to the 2024 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), the documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be delivered to the participants in the Oppenheimer Holdings Inc. 2024 Incentive Plan. Pursuant to Rule 428 under the Securities Act, these documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus meeting the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed (not furnished) by the Company with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024 (File No. 001-12043);

(2) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on April 26, 2024 (File No. 001-12043);

(3) The Company’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the SEC on January 26, 2024, January 29, 2024, March 1, 2024,March 4, 2024, April 29, 2024 and May 7, 2024 (File No. 001-12043);

(4) The Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2024 Annual Meeting of Stockholders filed with the SEC on March 15, 2024 (File No. 001-12043); and

(5) The description of the Class A Stock of Oppenheimer Holdings Inc. contained in Exhibit 4.3 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024 (File No. 001-12043).

In addition to the foregoing, all documents filed (not furnished) by the Company subsequent to the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated, or deemed to be incorporated herein, by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Class A non-voting common stock issuable pursuant to the Oppenheimer Holdings Inc. 2024 Incentive Plan has been opined upon by Fox Rothschild LLP.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides for indemnification of officers, directors, employees and agents of Delaware corporations. The Company has adopted provisions in its Certificate of Incorporation that limit director and officer liability to the maximum extent permitted by the DGCL. The Company is obligated by its amended and restated bylaws to indemnify its directors and officers and the directors and officers of its subsidiaries. The Company has entered into indemnity agreements with each of its directors as well as certain officers providing for such indemnities. In addition, the Company carries liability insurance for its directors and officers and the directors and officers of its subsidiaries.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

All exhibits are filed herewith unless otherwise indicated. For a list of the exhibits required by this item, see the Index to Exhibits immediately following the signature pages.

Item 9. Undertakings.

(a) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the registrant pursuant to any arrangement, provision or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that any claim for indemnification against such

liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 8th day of May 8, 2024.

OPPENHEIMER HOLDINGS INC.

(Registrant)

By: /s/ A.G. Lowenthal

A.G. Lowenthal,

Chairman and Chief Executive Officer,

(On behalf of the Registrant)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Brad M. Watkins, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ A.G. Lowenthal	Chairman, Chief Executive Officer (Principal Executive Officer), Director	May 8, 2024
A.G. Lowenthal
/s/ B.M. Watkins	Chief Financial Officer (Principal Financial and Accounting Officer)	May 8, 2024
B.M. Watkins
/s/ E. Behrens	Director	May 8, 2024
E. Behrens
/s/ T. Dwyer	Director	May 8, 2024
T. Dwyer
/s/ P. Friedman	Director	May 8, 2024
P. Friedman
/s/ L. Roth	Director	May 8, 2024
L. Roth
/s/ R.S. Lowenthal	Director, President	May 8, 2024
R.S. Lowenthal
/s/ T. Glasser	Director	May 8, 2024
T. Glasser

/s/ S. Kanter	Director	May 8, 2024
S. Kanter
/s/ S. Spaulding	Director	May 8, 2024
S. Spaulding

INDEX TO EXHIBITS

Exhibits designated by an asterisk have been heretofore filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and are hereby incorporated herein by reference to the pertinent prior filing.

Exhibit No.	Description of Exhibit
3.1*	Articles of Incorporation of Oppenheimer Holdings Inc. (previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 filed with the SEC on August 6, 2009 (File No 001-12043) and incorporated by reference herein).
3.2*	Amended and Restated By-Laws (previously filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 1, 2021 (File No. 001-12043) and incorporated by reference herein).
5.1	Opinion of Fox Rothschild LLP regarding the validity of the issuance of the Class A non-voting common stock being registered (filed herewith).
23.1	Consent of Deloitte & Touche LLP (filed herewith).
23.2	Consent of Fox Rothschild LLP (included with the opinion filed as Exhibit 5.1).
99.1*	Oppenheimer Holdings Inc. 2024 Incentive Plan (previously filed as Exhibit 10.1 to Form 8-K filed on May 7, 2024)
107	Filing Fee Table (filed herewith).

*Previously filed

EX-5.1

EXHIBITS 5.1 and 23.2

OPINION OF COUNSEL

CONSENT OF COUNSEL

Fox Rothschild LLP Letterhead

May 8, 2024

Oppenheimer Holdings Inc.

85 Broad Street

New York, New York

Re: Oppenheimer Holdings Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration of 1,000,000 shares (collectively, the “Shares”) of the Company’s Class A non-voting common stock, par value $0.001 per share, issuable under the Oppenheimer Holdings Inc. 2024 Incentive Plan (the “Plan”) pursuant to a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 8, 2024.

In connection with this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters.

In rendering this opinion, we have assumed: the genuineness and authenticity of all signatures on original documents, including electronic signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology); that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature; the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as certified or photocopies; the authenticity of the originals of such latter documents; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate; and, other than for the Company, the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution, and reported judicial decisions interpreting the foregoing) and is based on these

laws as in effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or other state law, rule, or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance of the Shares and payment therefor in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to update or supplement this opinion or to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

Very truly yours,

/s/ Fox Rothschild LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 1, 2024, relating to the financial statements of Oppenheimer Holdings Inc., and the effectiveness of Oppenheimer Holdings Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Oppenheimer Holdings Inc. for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

New York, New York

May 8, 2024

EX-23.2

EXHIBIT 23.2

THE CONSENT OF FOX ROTHSCHILD LLP IS INCLUDED IN EXHIBIT 5.1 CONTAINED HEREIN.

EX-FILING FEES

EXHIBIT 107

FILING FEE TABLE

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Oppenheimer Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A non-voting common stock, par value $0.001 per share	457(c) and 457(h)	1,000,000.00	40.73	$40,730,000.00	$147.60 per $1,000,000	$6,011.75
Total Offering Amounts					$40,730,000.00		$6,011.75
Total Fee Offsets							$0.00
Net Fee Due							$6,011.75

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement will also cover any additional shares of Class A non-voting common stock, par value $0.001 per share, of Oppenheimer Holdings Inc. (the “Class A Stock”) that become issuable under the Oppenheimer Holdings Inc. 2024 Incentive Plan by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of Class A Stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sales prices of the Class A Stock, as reported by the New York Stock Exchange on May 2, 2024.